Pro-Tier, Inc.

Website and Mobile App Terms of Use

March 1, 2024

1. Acceptance of These Terms

These Terms of Use (“Terms”) are a binding legal agreement between you and Pro-Tier, Inc. (“Pro-Tier,” “we,” “us,” or “our”). “User,” “you” and “your” refer to the individual (and each of the individual’s heirs, assigns, and successors) or entity (and its directors, officers, employees and agents) that accesses, uses or participates in any website, application, or other offering from Pro-Tier (collectively, the “Platform”). “Employee” refers to the person that is a HRA Plan (as defined below) participant (including employees of the Employer) who is using (or used) or has access to the Platform. “Employer” refers to the entity that establishes, contributes to and manages an Individual Coverage Health Reimbursement Arrangement (“HRA”) for the benefit of its Employees and HRA plan participants (the “HRA Plan”) and uses the Platform in connection with its administration of the HRA Plan. Employee and Employer are both “Users”. These Terms govern Users' use of the Platform.

By using or otherwise accessing the Platform or clicking to accept or agree to these Terms, you (1) accept and agree these Terms and (2) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy, and (3) agree to comply with all rules, policies, and disclaimers posted on the Platform or about which you are notified.

If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity and your acceptance of the Terms will be deemed an acceptance by that entity.

2. The Platform and Services

These Terms govern your access to and use of the Platform, including any content, functionality and services offered on or through the Platform. Users who register through the Platform or who otherwise enter into a relationship with Pro-Tier beyond being a guest on the Platform may be subject to additional agreements.

Pro-Tier is a provider of a Platform that assists Employers in managing an HRA established pursuant to 26 CFR § 54.9802-4, 29 CFR § 2590.702-2, 45 CFR § 146.123 and related implementing guidance (the “HRA Laws”). Employer acknowledges that the HRA is an employee benefit plan subject to various federal, state, and local laws, including the HRA Laws, that the Employer has elected to use to reimburse Employees who are entitled to receive benefits under the plan for certain out-of-pocket healthcare expenses, including health insurance premiums. Employer and Employee acknowledge that Employee must be enrolled in qualifying individual health insurance to receive funds from the HRA. Employer and Employee also acknowledge that they understand that (i) HRA Plan participants may not be eligible to receive premium tax credits under the Patient Protection and Affordable Care Act, as amended (the “ACA”) if they are covered by the HRA; and (ii) and that even if an individual is not a Plan participant the individual also may not be eligible to receive premium tax credits if the HRA is considered affordable under the ACA and it was offered to the individual. The Employer and Employee acknowledge that they are solely responsible for the HRA’s compliance with the HRA Laws and all other applicable federal, state, and local laws.

Employees may also link from the Platform to functionality that allows such Employees to purchase health insurance. You understand and agree that Pro-Tier is not a medical services provider, and no information contained on the Platform should be considered medical advice.

Health Insurance

While you may link to information about health insurance plans through the Platform, you acknowledge and agree that Pro-Tier is not a health insurance issuer or a licensed health insurance agent or broker. Specifically, the terms and benefits of any insurance plan offered to you through use of the Platform are provided by third-party health insurance issuer(s) and/or licensed health insurance agent(s) or broker(s). Pro-Tier is not an affiliate of any of those entities. You agree that Pro-Tier is not responsible or liable to you, any of your Employees or anyone in your family in connection with the health insurance linked to through the Platform, including, without limitation in connection with any health insurance information or advice received in connection with the use of the Platform or the purchase of health insurance. You agree that it is your responsibility (and not the responsibility of Pro-Tier) to select a health insurance plan in light of your own circumstances. Pro-Tier makes no representation relating to any health insurance plan that may be purchased in connection with your use of the Platform. Likewise, Pro-Tier makes no representation that any information provided to you relating to premium tax credits is accurate or complete. You agree that the Employer is solely responsible for any legally required communications to Employees regarding the HRA and any determinations related thereto. You agree that Employees are responsible for substantiating with their Employer any health insurance they obtain through the Platform in accordance with the HRA Laws and that the Employer must establish reasonable procedures to substantiate that each participant and dependent covered by the HRA Plan is or will be enrolled in individual health insurance coverage for the applicable portion of the HRA Plan year.

You acknowledge and agree that, when you enroll in a health insurance plan through the use of the Platform, you are authorizing a third party with whom we partner to be the "broker of record" with your insurance carrier. Note that the application for health insurance requires that personal information be sent to the third-party agent or broker and from the third party agent or broker to a health insurance carrier. You acknowledge that the information you provide during the course of your use of the Platform will be shared with the third-party agent or broker and health insurance carriers. You acknowledge that the Employer is responsible for analyzing compliance with privacy laws for any information that is shared and the means by which it is shared. The information that will be shared includes your name, age, marital status, address, social security number and tobacco use and the same information for anyone else for whom you are applying for coverage (e.g., spouse and/or children).

In the event of any health insurance coverage obtained through the Platform or otherwise, you acknowledge that participation in the HRA is limited to employees (and the dependents) who are enrolled in either individual, non-excepted benefit coverage purchased in the individual market that complies with the ACA’s prohibition on lifetime and annual dollar limits and its preventive services mandate or Medicare (Parts A and B or Part C) for each month that they are covered by the HRA. You acknowledge that the HRA must be integrated with health insurance coverage in accordance with the HRA Laws.

Funding of the HRA Account and Payment of the Insurance Premium

The Employer shall designate an HRA contribution amount that shall be contributed by the Employer and apply to each Employee covered by the HRA. The Platform may permit the HRA contribution to be made on an annual or periodic basis, which may change from time to time, in its sole discretion. The Employer agrees that it shall offer the HRA to Employees or a class of Employees, and on the same terms to each applicable class of Employees, in accordance with the HRA Laws. The Employer acknowledges that it cannot offer a traditional group health plan to the same class of employees that is offered the HRA Plan and that it must permit any opt-out or waiver of coverage in accordance with the HRA Laws. The Employer agrees that it shall be solely responsible for determining the appropriate tax treatment to the Employer and Employees of any HRA contribution and, to the extent applicable, shall be solely responsible for facilitating any salary reductions, if applicable, to permit Employees to pay for a portion of the premiums for their individual coverage obtained through the Platform that are not covered by Employer HRA Contributions to the HRA Plan.

As a part of your use of the Platform, you will be asked to provide payment information. The payment information provided to Pro-Tier by the Employer will be used to fund the Employer’s designated HRA contribution to the Employee for the purpose of the Employee purchasing health insurance. The payment information provided to Pro-Tier by the Employee will be used by the Platform to pay the portion of Employee’s health insurance premium that Pro-Tier does not receive from the Employee’s Employer, if any, through any HRA contributions. You (both Employer and Employee) each specifically authorize Pro-Tier to charge the payment information provided and use the funds and/or payment information provided to pay amounts to the applicable health insurance carrier for the applicable Employee health insurance premium. By providing credit card, debit card, and/or other financial information including bank account information and routing numbers, you represent and warrant that you are authorized to execute payment using that payment method. You also acknowledge and understand that either Pro-Tier or your chosen health insurance carrier will be the merchant of record for your purchase and that the amounts charged will be used to pay for the Employee’s health insurance premium.

We accept credit and debit cards issued by U.S. banks. If a credit card account is being used for a transaction, we may obtain pre-approval for an amount up to the amount of the payment. If you enroll to make recurring payments automatically, all charges and fees will be billed to the credit card you designate during the setup process. If you want to designate a different credit or debit card or if there is a change in your credit or debit card, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information. You represent and warrant that if you are making online payments that (a) any credit card, debit card and bank account information you supply is true, correct, and complete, (b) charges incurred by you will be honored by your credit/debit card company or bank, (c) you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable taxes, and (d) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information. If we are unable to secure funds from the payment method you provide for any reason, including insufficient funds in the payment method or insufficient or inaccurate information provided by you when submitting electronic payment, we may undertake further collection action, including application of fees to the extent permitted by law. Employee acknowledges that in order for the Platform to make a payment to the applicable health insurance carrier that Pro-Tier must have timely received the contribution that the Employer has agreed to make into the HRA and any remaining amount from the Employee. You agree that Pro-Tier shall not be responsible for nonpayment of amounts to the applicable health insurance carrier and that it is your responsibility to ensure that Pro-Tier has the ability to do so. You acknowledge that the applicable health insurance carrier may terminate an Employee’s health insurance coverage for nonpayment of premiums and that this may affect an Employee’s eligibility to participate in the HRA and that Pro-Tier shall have no liability to you for any termination of coverage or ineligibility to participate in the HRA. You also acknowledge and agree that you will not dispute the charges from Pro-Tier or any third party payment processor, provided the transactions correspond to the terms indicated in these Terms. You understand that if you set up auto-payment for your plan during the enrollment process through the Platform but later discontinue payment to your insurance carrier at any time for any reason, your carrier may cancel your plan and Pro-Tier will not have any liability to you, even if substantial medical costs are incurred. You acknowledge and agree that Pro-Tier shall not be held responsible for any errors or delays in the insurance policy being issued to you, as a result of any errors or delays in the information provided by you in the use of the Platform or otherwise. You also acknowledge and agree that Pro-Tier shall not be responsible for any delay in payment or inability to make payment to the health insurance carrier.

Results generated through the Platform to project health costs are estimates intended to educate and inform individuals regarding plan choices; however, the Platform’s estimates do not represent price guarantees. Due to the nature of how health services are incurred and billed, it is impossible to know or determine exact cost because services vary by location, provider, company and may be impacted by many other conditions and circumstances.

3. Scope of Relationship

3.1 Employer Responsibilities

Employer agrees that it has established or will establish, and has sole and final authority to control and manage the operation of, the HRA Plan that is being utilized in connection with the Platform. You agree that Pro-Tier is and shall remain an independent contractor with respect to the service being performed hereunder and shall not, for any purpose, be deemed an employee of Employer or a fiduciary of the HRA Plan. You agree that Pro-Tier is acting solely under the direction of Employer and Employee for the HRA. You agree that Pro-Tier and Employer shall not be deemed partners and agree that they are not engaging in a joint venture or governed by any legal relationship other than that of independent contractor. You agree that Pro-Tier is not responsible and does not assume any responsibility for the general legal or policy design of the HRA Plan, the selection of participants in the HRA Plan, the adequacy of the HRA Plan’s funding, discretionary interpretation of the HRA Plan, or any act or omission or breach of duty by Employer. You agree that Pro-Tier is not responsible for the compliance of the HRA Plan with applicable law, including the HRA Laws. You also agree that Pro-Tier is not an insurer, underwriter, broker, or guarantor with respect to any benefits payable under the HRA Plan. Pro-Tier is providing the Platform at the direction of Employer only and does not assume any final risk or obligation with respect to any claims or amounts under the HRA Plan or discretionary authority to interpret the terms of the HRA Plan. Nothing herein shall be deemed to constitute Pro-Tier as a party to the HRA Plan nor to confer upon Pro-Tier any authority or control respecting management of the HRA Plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other applicable law or independent authority or responsibility in connection with the administration of the HRA Plan, except as explicitly provided herein, or responsibility for the terms or validity of the HRA Plan.

You agree that Employer has the sole authority and responsibility for the HRA Plan and its operation, including the authority and responsibility for administering, construing, designing and interpreting the provisions of the HRA Plan and making all final determinations thereunder. Unless Employer has delegated authority in the HRA Plan document or other documents governing the HRA Plan to another committee or person, which Employer and Employee agree is not Pro-Tier, Employer is considered the Plan Administrator and “Named Fiduciary” of the HRA Plan and the benefits thereunder for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). You agree that Employer retains the authority and responsibility to: (a) make and enforce such rules and regulations as the Employer deems necessary or proper for the efficient administration of the HRA Plan; (b) decide all questions concerning the HRA Plan and the eligibility of any person to participate in the HRA Plan and to receive benefits provided by operation of the HRA Plan; (c) reject elections or to limit contributions or benefits for certain highly compensated participants if it deems such to be desirable in order to avoid discrimination under the HRA Plan in violation of applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”); (d) provide Employees with a reasonable notification of their benefit options available by operation of the HRA Plan; (e) appoint such agents, counsel, accountants, consultants, and actuaries as may be required to assist in administering the HRA plan; (f) exercise any fiduciary authority under the HRA plan; and (g) delegate the execution of Employer’s decisions, to the extent determined by Employer, regarding the enforcement of rules, determination of answers to questions, the acceptance or rejection or limit of contributions or benefit options, provision of notice, or such other tasks as Employer shall see fit, to others. Employer further agrees that any procedure, discretionary act, interpretation or construction taken by the Employer shall be done in a nondiscriminatory manner based upon uniform principles consistently applied and shall be consistent with the intent that the HRA Plan shall continue to comply with the terms of the Code and the Treasury Regulations thereunder.

3.2 Compliance with Law

Without limiting Employer’s responsibilities described herein, it shall be Employer’s sole responsibility (as Plan Sponsor, Plan Administrator, and named fiduciary under ERISA) and duty to ensure compliance with all applicable laws, including, but not limited to, the HRA Laws, the Consolidated Omnibus Budget Reconciliation Act, and all applicable federal, state, and local laws; amend the HRA Plan and related HRA Plan documents as necessary to ensure ongoing compliance with applicable federal and state law, regulations and rules; prepare and file any required tax or other governmental returns or reporting relating to the HRA Plan, including, but not limited to, Form 5500; determine if and when a valid election change has occurred under the Code; execute and retain required HRA Plan and claims documentation; and take all other steps reasonable and necessary to maintain and operate the HRA Plan in compliance with applicable provisions of the HRA Plan, these Terms, ERISA, the HRA Laws, the Code and other applicable state, federal, and local law, regulations and rules. Employer shall be solely responsible for any fines or penalties assessed by any governmental agency due to the acts and/or omissions of Employer or the HRA Plan or by previous or successor administrative agents for Employer and shall indemnify and hold harmless Pro-Tier from any such liability.

3.3 Plan Documents. Employer shall timely provide Pro-Tier with all relevant information that Pro-Tier requests, including, but not limited to, the final HRA Plan documents, any HRA Plan amendments, summary plan descriptions, annual reports, eligibility reports, and eligibility report amendments. Employer shall distribute to Employees all necessary forms, including but not limited to, Summary Plan Description, Summary of Material Modifications to the Plan, if any, Claim forms, the Summary Annual Report, and any other HRA Plan information or HRA Plan documentation required to be provided to or requested by a participant in the HRA Plan.

Employer shall notify Pro-Tier of any changes to the HRA Plan at least thirty (30) days before the effective date of such changes.

Employer acknowledges that Pro-Tier is not providing tax or legal advice or representation and that Employer shall be solely responsible for determining the legal and tax status and implications of the HRA Plan. Employer shall be solely responsible for filing any required documentation to relevant governmental agencies and authorities.

3.4 Information to Pro-Tier

Employer shall furnish to Pro-Tier accurate eligibility reports that contain accurate information relating to an HRA Plan participant's participation in the HRA Plan. Such information shall be provided to Pro-Tier in the time and in the manner agreed to by Employer and Pro-Tier in the format determined by Pro-Tier. Pro-Tier shall have no responsibility with regard to benefits paid in error due to Employer’s failure to timely update such information or other failure to provide accurate information. Employer shall provide Pro-Tier with updated eligibility reports by electronic medium unless otherwise agreed by the parties. The eligibility reports shall specify the information requested by Pro-Tier which shall include, but not be limited to, the effective date for each participant who is added to or terminated from participation in the HRA Plan. Employer shall be responsible for ensuring the accuracy of any eligibility report. Pro-Tier shall have no liability to Employer or any Employee as a consequence of an inaccurate eligibility report or other information provided by Employer and Pro-Tier shall not have any obligation to credit Employer for any claims, expenses or administrative fees incurred or paid to Pro-Tier as a consequence of an inaccurate eligibility report or other information provided by Employer.

Pro-Tier shall presume that all information provided to it by Employer is complete and accurate and is under no duty or obligation to question or confirm the completeness or accuracy of such information.

3.5 Liability for Claims

Employer is solely responsible for the payment of claims pursuant to, and the benefits provided by, the HRA Plan. Pro-Tier does not insure or underwrite the liability of Employer under the Plan. Except for expenses specifically assumed by Pro-Tier in this Agreement, Employer is responsible for all costs and expenses incident to the HRA Plan.

4. Payment and HRA Plan Funding

4.1 Reimbursement of Claims

In accordance with these Terms and the HRA Plan document, Employer authorizes Pro-Tier to pay from the amounts that the Employer has deposited into the HRA Plan account (each an “HRA Plan Account”) Employee health insurance premiums. Employee consents to Pro-Tier paying from the amounts that the Employer has deposited into the HRA Plan Account Employee health insurance premiums. Employee also authorizes Pro-Tier to pay from the amounts that Employee has deposited into the HRA Plan Account the Employee’s health insurance premiums. Pro-Tier is also authorized to pay at its election Employee health insurance premiums and thereafter use the Employer and Employee contributions to the HRA Plan Account to reimburse Pro-Tier for such payments. Pro-Tier shall have no liability or obligation to fund or reimburse claims or amounts paid that were unsubstantiated, made in error, or otherwise do not qualify for payment, unless the mistaken payment was made due to Pro-Tier’s own gross negligence.

4.2 Funding of Benefits

Funding for any payment on behalf of the participants under the HRA Plan, including but not limited to, all benefits to participants in accordance with the HRA Plan is the sole responsibility of Employer. Employer agrees to accept liability for, and provide sufficient funds to satisfy, all payments to participants under the HRA Plan. Pro-Tier reserves the right to perform an initial and/or intermittent credit review of Employer to determine Employer’s credit status. Should Employer fail to meet the criteria as established by Pro-Tier, in its sole discretion, Pro-Tier may suspend its services under these Terms without liability until such time as Employer has met Pro-Tier’s criteria. In the event there are insufficient funds in the HRA Plan Account to cover the payment of benefits under the HRA Plan, Pro-Tier may cease payment of any amounts and you agree that Pro-Tier shall have no liability thereof. Liability for payment of any claim under the HRA Plan shall be the sole responsibility of Employer and in no event shall Pro-Tier be responsible for any claims or any costs associated with Employer’s failure to meet its funding obligations under these Terms.

5. Geographic Restriction

We provide the Platform for use only by persons located in the United States. Neither the Platform nor its content is appropriate for use outside of the United States. You may not use the Platform or export any portion of it in violation of U.S. export laws and regulations. Access or use of the Platform may not be legal by certain persons or in certain countries. If you access or use the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws, and you hereby agree and acknowledge that you understand and consent to the transfer of your personal information to, and the collection, processing and storage of your personal information in, the United States in accordance with our Privacy Policy.

6. Modification of Terms or Platform

Except for Section 17, providing for binding arbitration and waiver of class action rights, Pro-Tier reserves the right, in its sole discretion, to modify or replace these Terms at any time. You are responsible for reviewing and becoming familiar with any such modifications. If we determine a revision to the Terms, in our sole discretion, is material, we will notify you as required by law. Use of the Platform by you after any modification to the Terms constitutes your acceptance of the Terms as modified. If you do not accept the changes, you must discontinue using the Platform.

Pro-Tier reserves the right at any time to modify, suspend, discontinue, or terminate, temporarily or permanently, the Platform and/or associated services (or any part thereof), with or without notice. Except for payments or refunds expressly available to you under these Terms (or as required by law), you agree that Pro-Tier shall not be liable to you for any modification, suspension, or discontinuance of the Platform.

We may update the content available on or through the Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and you agree we are under no obligation to update such material.

7. Eligibility and Account Creation

Only individuals who are at least 18 years old and can form legally binding contracts under applicable law of their jurisdiction are permitted to access the Platform or be a User. If we learn we have collected personal information from children under 13, we will delete that information in accordance with our legal requirements. If you believe that a child under 13 has provided us personal information, please contact us at support@pro-tier.com.

You must create an account (“Account”) to access certain features of the Platform. You agree to provide accurate, current, and complete information that doesn’t infringe on the rights of others at all times when you use the Platform, and to update information to keep it accurate, current, and complete. You are solely responsible for safeguarding your Account password and for all activity that occurs on your Account, and you will notify Pro-Tier immediately of any unauthorized use. We are not liable for any losses by any party caused by an unauthorized use of your Account. You agree to keep your contact and billing information (including but not limited to email address) up-to-date, and to comply with all billing procedures, including providing and maintaining accurate and lawful billing information your Account. Your Account is non-transferable except with Pro-Tier’s written permission and in line with Pro-Tier’s policies and procedures. As permitted by applicable law, we may, but have no obligation (unless required by law) to ask Users to provide identification or information related to credentials for purposes of using the Platform.

8. Prohibitions

As a User of the Platform, you agree you will not use the Platform for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Pro-Tier. By way of example, and not as a limitation, you agree NOT to:

  • Directly or indirectly manipulate, undermine, or disrupt the integrity of any User or other feedback ratings, reports, or systems on the Platform, including, but not limited to, by filing false reports about other Users;
  • Create multiple Accounts on the Platform;
  • Use another User’s account to access the Platform;
  • Use methods to disguise your location or otherwise circumvent Pro-Tier’s tools to secure the Platform;
  • Directly or indirectly engage in conduct that is fraudulent, inaccurate, infringing, libelous, defamatory, abusive, offensive, obscene, pornographic or otherwise violates any law or right of Pro-Tier or Users or any other third party, including privacy rights, copyrights, or other intellectual property right;
  • Use the Platform other than in your capacity as an Employee or Employer who has established an Account on the Platform for the purpose of using the services on the Platform;
  • Violate any federal, state, or local law, statute, ordinance, regulation, or ethical code;
  • Engage in any behavior that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
  • Submit any content containing any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
  • Except as expressly authorized by Pro-Tier or in your capacity as an Employer, solicit or otherwise request personal information from Users other than information strictly necessary to use the Platform for purposes of the Platform;
  • Scrape, access, monitor, index, frame, link, or copy any content on the Platform by accessing the Platform in an automated way, using any robot, spider, scraper, web crawler, or using any method of access other than manually accessing the publicly-available portions of the Platform through a browser or accessing the Platform through any approved mobile application, application programming interface, or client application;
  • Decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Platform;
  • Violate the restrictions in any robot exclusion headers of the Platform, if any, or bypass or circumvent other measures employed to prevent or limit access to the Platform;
  • Engage in any activity that could cause us or any third party to violate any applicable law, statute, ordinance, or regulation;
  • Resell or make any commercial use of our system or the content on the Platform without our prior written consent;
  • Falsely imply Pro-Tier’s endorsement, partnership, or otherwise mislead others as to your affiliation with Pro-Tier;
  • Use the Platform in a way that violates or facilitates violations of these Terms, any other agreement or guidelines that govern use of the Platform or attempt to do any of the foregoing directly or indirectly; and
  • Access the Platform or content in order to build a similar or competitive website, product, or service.

You understand that violation of these rules or these Terms may, among other things, result in the termination of your Account. You acknowledge and agree that Pro-Tier may terminate any Account at any time for any reason. Pro-Tier further reserves the right to report unlawful activity to law enforcement or other regulatory authorities.

You further understand and agree that Pro-Tier may, and has the right, but does not have any obligation, to monitor the use of the Platform and verify information provided by Users.

9. Proprietary Rights and Limited License

All right, title, and interest in and to the Platform are and will remain the exclusive property of Pro-Tier and its licensors. All materials therein, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all intellectual property rights related thereto, are the exclusive property of Pro-Tier and its licensors. The Platform is protected by copyright, trademark, and other laws of both the United States and foreign countries. You acknowledge that the Platform has been developed, compiled, prepared, revised, selected, and arranged by Pro-Tier and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Pro-Tier and such others. Except as explicitly provided herein, nothing in these Terms gives you a right to use the Pro-Tier name or any of the Pro-Tier trademarks, logos, domain names, and other distinctive brand features. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

Subject to your complete and ongoing compliance with these Terms, Pro-Tier grants you a non-transferable, non-exclusive, revocable, limited license to access and use the Platform. We reserve all rights not expressly granted to you by these Terms.

10. Feedback/Suggestions

By sending us any feedback, comments, questions, or suggestions concerning Pro-Tier, the Platform, services we provide or us (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Pro-Tier and its Users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your relationship with Pro-Tier, these Terms, or your participation in the Platform.

11. Third Party Links and Services

The Platform may provide, or third parties may provide, links to other sites, applications, or resources. This may include, without limitation, tools powered by parties other than Pro-Tier. It specifically includes any services and sites you may be referred to for the purposes of your purchasing any insurance product or the setting up of any account or Platform related service. Because Pro-Tier has no control over such sites, products, applications, services or resources, you acknowledge and agree that Pro-Tier is not responsible for the availability of such external sites, products, applications, services or resources, and is not responsible or liable for any advice, content, advertising, products, applications, services, resources or other materials or things on or available from such sites or resources. You further acknowledge and agree that Pro-Tier shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such sites, products, applications, services or resources.

IT IS THE SOLE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY CONTENT, PRODUCT OR SERVICE AVAILABLE THROUGH THE PLATFORM, FROM THIRD PARTIES OR OBTAINED FROM A LINKED PLATFORM.

12. Duration and Termination of Agreement

The agreement between you and Pro-Tier reflected by these Terms is effective when you access the Platform (for example to create an Account) and remains in effect until either you or we terminate the agreement in accordance with these Terms.

You may terminate your access to the Platform and related services and your account at any time by written notice via email to support@pro-tier.com. Terminations typically will be effective within seven (7) business days after the receipt of your termination notice, at which time your account will be closed and you will no longer enjoy access to your former account. Any amounts owed as of the effective date of termination will be payable according to these Terms.

At any time, with or without notice, for any or no reason, Pro-Tier reserves the right to modify or discontinue any portion or all of the Platform and/or any related service, and to restrict, suspend, and terminate your accounts.

Sections 2-4, 6, 8-11 and 13-19 of these Terms, and any other provisions that are necessary to effectuate those sections, shall survive termination.

13. Indemnity and Release

You agree to release and to indemnify and hold harmless Pro-Tier and its parents, subsidiaries, affiliates, and agents, as well as the officers, directors, employees, shareholders, and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys’ fees and court costs), claims, actions, inquiries, or investigations of any kind whatsoever arising out of or resulting from your use of the Platform or your violation of these Terms. Pro-Tier reserves the right, at your expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Pro-Tier in the defense of such matter.

In the event that you have a dispute with one or more other users, you release Pro-Tier, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Platform or services.

You waive California Civil Code Section 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

If you are not a California resident, you also waive your rights under any statute or common law principle similar to Section 1542.

14. Consent to Communications

By registering for the Platform, you consent to receive communications from us, which may include calls and text messages to the telephone number you provide to us, including for marketing and advertising purposes. You agree that such communications may be by artificial or prerecorded voice and/or using automated texts and/or dialed using an autodialer. See our Privacy Policy for additional information. You acknowledge that opting out of receiving communications may impact your use of the Platform.

You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. Pro-Tier may contact you by telephone, mail, or email to verify your information. Pro-Tier may request further information from you and you agree to provide such further information to ensure that you have not fraudulently used the Platform. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Platform until you provide the information to us as requested. By providing your telephone number (mobile or landline) you are agreeing to be contacted by or on behalf of Pro-Tier at the number you have provided, including calls and text messages, to receive informational, product or service related messages and communications relating to the Platform and related services, including marketing and advertising. Message and data rates may apply. To stop receiving text messages, text a reply to us with the word STOP. We may confirm your opt out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the service that most recently sent you a message or respond to your STOP message by texting you a request to identify services you wish to stop. Please note, that by withdrawing your consent, some of the functions provided by the Platform may no longer be available to you. Keep in mind that if you stop receiving text messages from us you may not receive important and helpful information and reminders about the Platform and related services.

Pro-Tier is committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM Act”) and the Telephone Consumer Protection Act (“TCPA”). Emails, newsletters, and text messages received from us are intended to fully comply with the CAN-SPAM ACT and the TCPA. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM Act or the TCPA, please contact us. Pro-Tier may record (audio and video) all or part of your interaction with us (“Recordings”). Such Recordings are used for quality assurance and training purposes, to better deliver the products and services, and to help us improve the services and/or Platform. By accessing and using the services and/or Platform, you agree and consent to such Recordings for the purposes and uses set forth in these Terms and as otherwise set forth in the Privacy Policy.

15. Disclaimers

Neither Pro-Tier nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Platform, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Platform. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of Platform or products offered or purchased through the Platform or through any other source. The Platform and products and services purchased or offered (whether or not following such recommendations and suggestions) through the Platform or in connection with the use of the Platform are provided “AS IS” and without any warranty of any kind from Pro-Tier or others.

 

YOU ACKNOWLEDGE AND AGREE THAT PRO-TIER DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR, REVIEW, AND/OR REMOVE USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND CHECKS ON ANY USER. THE PLATFORM AND CONTENT ARE PROVIDED BY PRO-TIER (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT THE RESULTS OR CONTENT THAT MAY BE OBTAINED FROM THE PLATFORM WILL BE ACCURATE OR RELIABLE OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, PLATFORM, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM OR IN CONNECTION WITH THE PLATFORM WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PRO-TIER OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR MEMBERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY USER. PRO-TIER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OR SERVICES OF USERS OF THE PLATFORM OR ANY OTHER PERSON OR ENTITY, INCLUDING ANY THIRD PARTY THAT A USER MAY BE REFERRED TO OR THAT PARTICIPATES IN PROVIDING SERVICES TO USERS. PRO-TIER EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OR THIRD PARTY. UNDER NO CIRCUMSTANCES WILL PRO-TIER BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE PLATFORM, FROM ANY THIRD PARTY OR A LINKED PLATFORM, OR USER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A THIRD PARTY OR A LINKED SITE. USE OF THIS PLATFORM IS AT USER’S SOLE RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PRO-TIER OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY.

YOU UNDERSTAND THAT PRO-TIER CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET, INCLUDING THE PLATFORM, WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR DEPLOYING ANTI-VIRUS AND OTHER PROTECTIONS ON YOUR COMPUTER AND/OR MOBILE DEVICE. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, MOBILE DEVICES, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY OF THE FOREGOING, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK.

16. Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL PRO-TIER, ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, JOINT VENTURERS, CONSULTANTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS PLATFORM AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. IN NO EVENT WILL OUR LIABILITY, AND THE LIABILITY OF OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, EXCEED ANY AMOUNT, IN THE AGGREGATE, HIGHER THAN THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO PRO-TIER IN CONNECTION WITH THE PLATFORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. THE LIMITATIONS ON DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN AND ARE MATERIAL TO PRO-TIER’S DECISION TO ENTER INTO THE AGREEMENT BETWEEN PRO-TIER AND YOU. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS, OR PART THEREOF, MAY NOT APPLY TO YOU IF THE APPLICATION OF ANY OF THOSE LAWS IS APPLICABLE TO PRO-TIER’S CONTRACT WITH YOU.

THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.

17. Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

If you have a dispute with Pro-Tier or if Pro-Tier has a dispute with you and such dispute cannot be resolved informally, such dispute will be resolved on an individual basis in accordance with the provisions set forth below:

a. Initial Dispute Resolution

We are available to address any concerns you may have regarding the Platform. We can resolve most concerns quickly to our Users’ satisfaction. The parties shall use their efforts through this process to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration. Failure to engage in this process could result in the award of fees against you in arbitration. To adequately engage in initial dispute resolution, the initiating party must notify the other party, in writing, of the facts of the dispute and all damages claimed. Such a writing must be sent to (a) the User’s email address on file with Pro-Tier, or (b) legal@pro-tier.com, whichever is applicable (“Dispute Notification”). The party receiving the Dispute Notification has thirty (30) days from receipt of the Dispute Notification to respond. The other party then has 15 days to reply to the response.

b. Binding Arbitration

If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution begins under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. This agreement to arbitrate is a contract governed by the Federal Arbitration Act, 9 U.S.C. section 1, et seq., and evidences a transaction involving commerce. Specifically, all claims arising out of or relating to these Terms (including their formation, performance, and breach), the parties’ relationship with each other, and/or your use of the Platform and anything made available through the Platform shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class or representative actions and except that each party will be permitted at least one deposition unless forbidden by JAMS. If for any reason JAMS is unable to administer arbitration, either party may apply to a court to appoint an arbitrator pursuant to 9 U.S.C. section 5.

Except as explicitly set forth in this Section 17, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator shall also be empowered to consolidate claims raised between the same parties to a single arbitration proceeding. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator’s award shall be written and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

The Streamlined Arbitration Rules governing the arbitration may be accessed at www.jamsadr.com or by calling JAMS at (800) 352-5267. If you commence arbitration in accordance with these Terms, you will be required to pay (currently $250 for consumers) to initiate the arbitration. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require Pro-Tier to pay the additional cost. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, Pro-Tier will pay the remaining filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorney’s fees in certain cases.

Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11).

The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Section 17 while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

c. Location

If you are a resident of the United States, arbitration will take place at any reasonable location within the United States convenient for you. You and Pro-Tier agree to submit to the personal jurisdiction of any federal or state court in Dover, Delaware in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

d. Class Action Waiver

The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND PRO-TIER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Notwithstanding any other provision of these terms, disputes regarding the interpretation, applicability, or enforceability of the Class Action Waiver may be resolved only by a court and not by an arbitrator. If there is a final judicial determination that applicable law precludes enforcement of this paragraph’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.

e. Exception - Litigation of Intellectual Property and Small Claims Court Claims

Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also elect to have disputes or claims resolved in a small claims court that are within the scope of that court’s jurisdiction. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief shall not waive a party’s right to arbitration under this agreement.

f. 30-Day Right to Opt Out

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following email address: legal@pro-ier.com. If you opt-out of these arbitration provisions, Pro-Tier also will not be bound by them.

g. Changes to this Section

Pro-Tier will provide 30 days’ notice of any changes affecting the substance of this Section 17. Changes will become effective on the 30th day. If you continue to use the Platform after the 30th day, you agree that any unfiled claims of which Pro-Tier does not have actual notice are subject to the revised clause.

18. Venue and Governing Law

For any dispute not subject to arbitration or under the jurisdiction of a small claims court, you and Pro-Tier agree to submit to the personal and exclusive jurisdiction of any venue in the federal and state courts located in Kent County, Delaware. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

The Terms and the relationship between you and Pro-Tier shall be governed by the laws of the State of Delaware without regard to conflict of law provisions.

19. General

a. Entire Agreement

These Terms (and any additional terms, contracts, rules, and conditions that Pro-Tier may post on the Platform) and the Privacy Policy constitute the entire agreement between you and Pro-Tier with respect to the Platform and supersede any prior agreements, oral or written, between you and Pro-Tier with respect to the Platform. This Agreement, the Privacy Policy, and disclaimers will prevail over FAQs, and other rules and policies on the Platform.

b. Waiver and Severability

If any provision(s) of the Terms is held by an arbitrator or court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties and the other provisions shall remain in full force and effect. Pro-Tier’s failure to exercise or enforce any of the Terms shall not constitute a waiver of Pro-Tier’s right to exercise or enforce the Terms as to the same or another instance.

c. Assignment

You agree that Pro-Tier may assign the Terms to any other entity of its choosing, with or without notice to you. You may not assign the Terms to any other party for any reason because (among other reasons) your interaction with other users of the Platform, the pricing offered, and fraud mechanisms in place are based upon individual usage.

d. Section Titles

The section titles in the Terms are solely used for the convenience of the parties and have no legal or contractual significance.

e. Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. This statute of limitations provision does not apply to residents of New Jersey.

f. Notices

Pro-Tier may give notice by any means of communication reasonably anticipated to notify you of the information provided. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. By way of example only, such communication may be a general notice on the Platform or via email to the email address listed on your Account. It is your obligation to update your Account information so that we may contact you as may be necessary. Such notice shall be deemed to have been given 48 hours after dispatch. If physical notice (e.g., US Mail) is used, then such notice shall be deemed to have been given 7 days after dispatch. Except as explicitly described in the “Arbitration and Class Action Waiver” section, you may give notice to Pro-Tier (such notice shall be deemed given when received by Pro-Tier) at any time by contacting us in writing at legal@Pro-Tier.com.

g. No Third-Party Beneficiaries

You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

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